The Corporate Laws (Amendment) Bill, 2026 proposes an important change to section 248(5) of the Companies Act, 2013.
Presently, section 248(5) permits the Registrar of Companies to strike off the name of a company from the register unless cause to the contrary is shown by the company.
The proposed amendment seeks to widen this framework by providing that cause to the contrary may be shown by:
“the company or by any other person.”
At first glance, the addition appears straightforward. However, the expression “any other person” raises an important question of statutory interpretation.
Does it literally mean any person whatsoever, including a person having no connection with the company or its affairs? Or should the expression be understood as referring to a person having some interest, right, claim, information or other nexus with the company or the proposed strike-off?
The issue may be examined through two possible approaches to statutory interpretation.
First Approach: Applying the Literal Rule
The literal rule of interpretation essentially provides that where the language of a statutory provision is clear and unambiguous, the words used should ordinarily be given their natural and ordinary meaning.
Applying this principle strictly to the proposed section 248(5), the expression “any other person” is undoubtedly wide.
The word “any”, read in its ordinary sense, does not itself prescribe any qualification as to the person’s relationship with the company. Therefore, on a purely literal reading, once the Registrar publishes the notice for proposed strike-off, even a person having no apparent connection with the company could theoretically claim to fall within the expression “any other person” and seek to show cause against the proposed strike-off.
However, the question is whether such an unrestricted literal interpretation would truly further the object and scheme of section 248.
An interpretation which permits any member of the public, irrespective of any connection with the company or relevance to the proposed strike-off, to intervene in such proceedings may therefore extend the provision beyond the purpose for which the opportunity to object appears to have been introduced.
Accordingly, while the literal rule gives the expression “any other person” a very wide meaning, such an unrestricted interpretation may not fully serve the legislative intent underlying section 248.
Second Approach: Applying Purposive Interpretation
Another way of looking at the expression “any other person” is through the principle of purposive interpretation. The purpose behind allowing objections before a company is struck off appears to be to ensure that the Registrar does not proceed without considering circumstances which may affect the legitimacy or consequences of the proposed strike-off.
Seen from this perspective, “any other person” need not necessarily mean every member of the public. It may more reasonably refer to persons whose rights, interests, claims or information have some bearing on whether the company should be struck off. This could include creditors, members, employees, contractual counterparties, regulators or other stakeholders connected with the company.
Such an interpretation would further the apparent objective of the amendment by enabling relevant stakeholders to place material facts before the Registrar, while avoiding an overly broad reading that would allow a person having no connection with the company or its proposed strike-off to raise an objection.
The Expression “Cause to the Contrary” – An In-built Limitation
Further the wording of section 248(5) itself provides an additional indication that the right is not intended to operate without limitation.
The proposed provision does not merely state that “any other person” may participate in the proceedings. It provides that the Registrar may proceed with the strike-off unless “cause to the contrary” is shown by the company or by any other person.
Therefore, the important question may not merely be who the person is, but what cause that person is able to show.
A person having no connection with the company and possessing no information relevant to the proposed strike-off may technically fall within an extremely literal understanding of “any other person”, but may nevertheless be unable to demonstrate any meaningful “cause to the contrary”.
Conversely, a person who may not fall within a conventional category such as member or creditor could still have relevant information or an interest which ought to be considered before the company is struck off.
This suggests that the expression may intentionally have been kept broad, while the requirement of showing “cause to the contrary” operates as an important safeguard against irrelevant or purely speculative objections.
Conclusion
Based on the above interpretation, the proposed amendment to section 248(5) may not necessarily confer a general right upon every member of the public to oppose the striking off of a company.
While the literal interpretation of “any other person” is wide enough to cover virtually anyone, such an unrestricted reading may not fully align with the object and scheme of section 248.
A contextual and purposive reading suggests that the expression is more appropriately understood as covering persons who have some relevant nexus with the company or the proposed strike-off whether by reason of an affected right, interest, claim, obligation, pending proceeding or possession of material information concerning the company.
The proposed amendment therefore appears to widen the protective framework surrounding strike-off proceedings, ensuring that a company is not removed from the register without giving persons genuinely affected by, connected with, or possessing relevant information concerning its proposed striking off an opportunity to place such circumstances before the Registrar.
Thus, “any other person” may be wider than the traditional categories of stakeholders, but it need not necessarily mean an entirely unrelated person having neither a relevant interest nor any cause to show against the proposed strike-off.
The article is written by Ms. Krishna Shah – Senior Manager!